TheCorporateCounsel.net

March 6, 2009

What if Willy Wonka is Real?

I just LOVE this one! Apparently, there are fraudsters out there impersonating actual SEC employees – and the problem is serious enough that the SEC issued this press release earlier this week. I imagine some of the fraudulent phone calls go something like this podcast.

Note that the frumpy dude in the “Willy Wonka” costume is not me. I may be a little “off,” but I do have my pride…

A Few Items on Policing TARP

As noted in this NY Times article, a Senate hearing yesterday consisted of angry Senators wondering where its AIG bailout money went. I imagine this will be a consistent theme from Capitol Hill as the government ramps up to give away another trillion dollars.

Anyways, we’ve seen a few reports from the Congressional TARP Oversight Panel – consisting of five members – since it was created a few months ago. Now, we’re learning more about the inner machinations of the Oversight Panel. For example, I found this WSJ article entitled “Policing TARP Proves Tricky” pretty interesting. Here is an excerpt:

The short-staffed panel is drawing heavily on the Harvard University law students and colleagues of its chairwoman, law professor Elizabeth Warren, as it churns out reports at a break-neck pace. Most of the staffers are 20-something aides from the Obama campaign, though an executive director and two banking lawyers were hired recently.

The panel’s other members have had to hustle for a chance to weigh in, or, in the case of the body’s two Republicans, to dissent altogether, something that isn’t supposed to happen on a panel dubbed “bipartisan.”

In the “Conglomerate Blog,” David Zaring has this interesting entry entitled “How Powerful is Elizabeth Warren?” – she used to be his law school teacher so he has a unique insight.

Has former Senator John Sununu lost his mind? He’s one of the TARP overseers – and just joined the board of a company affiliated with a TARP bank. No common sense. Perception matters. Then again, he’s rushed to become “overboarded” ever since he lost his re-election bid. It’s hard to keep track, but my count shows that he’s joined at least three boards over the past few months.

A Code of Conduct for Proxy Advisors?

Recently, Yale’s Millstein Center released its final report entitled “Voting Integrity: Practices for Investors and the Global Proxy Advisory Industry.” It proposes the first industry-wide code of conduct for proxy advisors, which includes a ban on advisors performing consulting work for any company on which it provides voting recommendations or ratings – and also asks the SEC to create a Blue Ribbon Commission to provide recommendations about how to modernize the voting framework.

The report also urges institutional investors to be more transparent about the way they act by disclosing how they vote, what ownership policies they follow and what resources they put into engagement efforts.

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– Broc Romanek